The Disclosure Committee (the Committee) is a committee of the Board of Directors of
Renold plc (the Board), from which it derives its authority and to which it regularly
reports.
1. Membership
1.1 The Committee will consist of the following members:
a) Chief Executive Officer;
b) Chief Financial Officer;and
c) Group General Counsel and Company Secretary.
1.2 Only members of the Committee have the right to attend Committee meetings.
However, other executives may be invited to attend all, or part of any meeting as and
when appropriate.
1.3 In the absence of any Executive Director any Non-Executive Director of Renold Plc can
attend the Committee and be counted in the quorum. The Committee will appoint any
one of its members attending the meeting as Chairman of the Committee for that
meeting.
2. Secretary
3. Quorum
3.1 The quorum necessary for the transaction of business will be two members. A duly
convened meeting of the Committee at which a quorum is present will be competent
to exercise all, or any of the authorities, powers and discretions vested in, or
exercisable by the Committee.
4. Frequency of meetings
4.1 The Committee will meet at such times as necessary in order to comply with its terms
of reference and enable the Company’s Board to discharge its duty to make timely and accurate disclosure of all information that is required to be so disclosed to meet the
Company’s legal and regulatory obligations and requirements arising from its listing
on the Alternative Investment Market of the London Stock Exchange..
5. Notice of meetings
5.1 Meetings of the Committee will be called by the Company Secretary at the request of
any of its members.
5.2 Notice of each meeting confirming the venue, time and date together with an agenda
of items to be discussed, shall be forwarded to each member of the Committee, as
soon as practically possible before the meeting.
6. Minutes of Meetings
6.1 If in attendance, the Company Secretary will minute the proceedings and resolutions
of all meetings of the Committee, including recording the names of those present and
in attendance. In the case of absence of the Company Secretary, any other Committee
member may act as Secretary to the meeting.
6.2 Minutes of Committee meetings will be circulated promptly to all members of the
Committee. Minutes shall be signed by the Chairman.
7. Duties
7.1 The principal role of the Disclosure Committee is to ensure that adequate procedures,
systems and controls are maintained to enable the Company to fully comply with its
obligations regarding the timely and accurate identification and disclosure of all
information to meet the legal and regulatory obligations and requirements arising
under the Companies Act 2006, Financial Conduct Authority’s (‘FCA’) Disclosure
Guidance and Transparency Rules, the AIM Rules for Companies and the EU Market
Abuse Regulations (Regulation 596/2014).
7.2 The Disclosure Committee has responsibility for, amongst other things, determining
on a timely basis the disclosure treatment of material information, and assist in the
design, implementation and periodic evaluation of disclosure controls ,policies and
procedures. The Committee also has responsibility for the identification of Inside
Information for the purpose of maintaining the Company’s insider lists.
7.3 The Committee shall:
a) Assist in the design, implementation and periodic evaluation of disclosure
controls ,policies and procedures relating to the identification, treatment and disclosure of Inside Information to enable the Company to fully meet its legal
and regulatory obligations as set out above.
b) Monitor compliance with the Company’s disclosure controls ,policies and
procedures.
7.4 Determining whether information, including information submitted to is material; and
(i) requires immediate disclosure; (ii) meets the requirements to enable the Company
to delay disclosure (where immediate disclosure would prejudice the Company’s
legitimate interests, if withholding the information will not mislead the public, and the
Company can ensure confidentiality); and (iii) whether the disclosure can be delayed,
continue to monitor and record the delay procedure, and consider whether it is
permissible to disclose such information selectively to third parties (if the recipient of
the information owes a duty of confidentiality).
a) Identify the existence of Inside Information and the need for maintenance of
insider lists and changes thereto.
b) Generally, review and finalise the prompt content of all disclosures proposed
to be made to the London Stock Exchange or FCA ensuring that such
disclosures are timely and accurate.
c) Consider generally the requirement for announcements in the case of
rumours relating to the Company and in the case of a leak of Inside
Information and, in particular, the need to issue holding announcements.
d) Ensure that all directors of the Company are made aware of any
announcement to be made and receive details of any announcement made by
the Company through a Regulatory News Service.
e) Ensure that necessary notifications regarding the identification of Inside
Information are made to the FCA /London Stock Exchange and that any
announcement made by the Company through a Regulatory News Service
include the required disclosures on containing Inside Information.
f) Monitor communications received from any regulatory body in relation to[ the
conduct of the Group/announcements or information provided to the London
Stock Exchange ,FCA or Regulatory New Service], and review any proposed
responses to the same..
g) Consider and give final approval for trading statements and / or results and
any other announcements required to be released via the Regulatory News
Service;
h) Review annually and update its terms of reference, recommending any
changes to the Board and to evaluate its own membership and performance
on an annual basis.
8. Authority
8.1 In fulfilling its duties, the Committee is further authorised by the Board to:
8.1.1 investigate any activity within its Terms of Reference;
8.1.2 seek any information that it requires from any employee or contractor of the Group; to
this end all employees and contractors are directed to co-operate with any request made by
the Committee;
8.1.3 have unrestricted access to documents and information owned or in the possession of
the Group; and
8.1.4 obtain outside legal ,accounting or other independent professional advice.In particular,
the Committee is authorised to consult with the Company’s lawyers and NOMAD, when
appropriate, to assess whether information is price-sensitive.
In these Terms of Reference:
Group will mean the Company and its subsidiaries and subsidiary undertakings from time to
time.
Inside Information will mean information that is of a precise nature, has not been made public,
relates directly or indirectly to the Company, and if made public would be likely to have a
significant effect on the price of the Company’s shares.
Amended and adopted by the Board on 15 July 2020.
